EX-10.1








    AMENDMENT
    NO. 5

    TO

    EMPLOYMENT AGREEMENT



 



    This AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT is executed
    this 8th day of August, 2008 by and between Proliance
    International, Inc. (formerly known as Transpro, Inc.), a
    Delaware corporation (the “Company”) and Charles E.
    Johnson (the “Employee”).



 




    W I T N E S
    S E T H:
    



 



    WHEREAS, the Company and the Employee are parties to an
    Employment Agreement dated as of March 12, 2001, and
    amended as of October 28, 2004, May 4, 2006,
    March 26, 2007 and December 6, 2007 (collectively, the
    “Agreement”) under which the Company retained the
    Employee to serve as President and Chief Executive Officer of
    the Company; and



 



    WHEREAS, the parties wish to renew a temporary reduction in the
    base salary of the Employee during calendar year 2008.



 



    NOW, THEREFORE, in consideration of the mutual covenants herein
    contained and for other good and valuable consideration, receipt
    of which is hereby acknowledged, the Company and the Employee
    hereby agree as follows:



 



    1.  Notwithstanding the terms of Section 4 of the
    Agreement regarding base salary payments to the Employee, the
    parties agree to proceed in accordance with the provisions of
    the Temporary Salary Adjustment Rider attached hereto as
    Exhibit A.



 



    2.  Except as expressly amended hereby, the Agreement
    remains unchanged and in full force and effect. This Amendment
    No. 5 may be executed in counterparts, each of which shall
    constitute an original and all of which shall constitute one and
    the same agreement. Delivery of signature by facsimile or other
    electronic image shall be valid and binding for all purposes.



 




    [signature
    page follows]
    













 






    IN WITNESS WHEREOF, the parties hereto have executed this
    Amendment No. 5 on the year and date first above written.



 



    PROLIANCE INTERNATIONAL, INC.



 


			
	 	    By: 
	
    /s/  Barry
    R. Banducci









    Name:     Barry R. Banducci



			
	 	    Title: 
	
    Chairman of the Board




 



    /s/  Charles
    E. Johnson








    Charles E. Johnson













 







    Exhibit A



 




    Temporary
    Salary Adjustment Rider



 



    Employee agrees to a reduction in his annual base salary for the
    calendar year 2008 from $500,000 to $425,000. Salary payments
    for the period January 1, 2008 through December 31,
    2008 will be made in equal installments in accordance with the
    Company’s ordinary payroll practices. Bonus eligibility for
    2008 will be based upon a $425,000 base salary level. Effective
    January 1, 2009, assuming the Employee remains in the
    Company’s employ, the Employee’s annual salary will
    revert to the prior annual rate of $500,000, unless mutually
    agreed otherwise.



 



    Should the Employee’s employment relationship with the
    Company terminate during calendar year 2008 under circumstances
    whereby the Employee would be entitled to payments set forth in
    Sections 11 or 12 of the Agreement
    and/or the
    Supplemental Executive Retirement Plan, as amended, any such
    payments based upon base salary will be calculated based upon
    the Employee’s annual salary rate of $425,000 per year.